Marcus & Millichap, Inc. 4,000,000 shares of Common Stock, par value $0.0001 Underwriting AgreementUnderwriting Agreement • March 17th, 2015 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • New York
Phoenix Investments Holdings LLC, a Delaware limited liability company (“Phoenix Investments”), and The Marcus Family Foundation (the “Foundation” and, together with Phoenix Investments, the “Selling Stockholders”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 4,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, Phoenix Investments proposes to sell up to 600,000 additional shares (the “Optional Shares”) of the Common Stock, par value $0.0001 per share (“Stock”) of Marcus & Millichap, Inc., a Delaware corporation (the “Company”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
MARCUS & MILLICHAP, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 26th, 2013 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [ ], by and between Marcus & Millichap, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
MARCUS AND MILLICHAP, INC.Restricted Stock Unit Award Agreement • September 23rd, 2013 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
Unless otherwise defined herein, the terms defined in the Marcus and Millichap, Inc. 2013 Omnibus Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
FORM OF AMENDMENT, RESTATEMENT AND FREEZING OF STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • September 23rd, 2013 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
This Amendment, Restatement and Freeze of Stock Appreciation Rights Agreement (this “Agreement”) is made and entered into effective as of [ ], 2013 (the “Effective Date”) by and between Marcus & Millichap Real Estate Investment Services, Inc., a California corporation (the “Company”), and [ ] (“Employee”).
MARCUS AND MILLICHAP, INC. FORM OFStock Option Award Agreement • September 23rd, 2013 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
Unless otherwise defined herein, the terms defined in the Marcus and Millichap, Inc. 2013 Omnibus Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 22nd, 2013 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of this 31st day of October, 2013 between Marcus & Millichap, Inc., a Delaware corporation (“MMI”), and Marcus & Millichap Company, a California corporation, and its subsidiary M&M Corporate Services, Inc., a California corporation (together referred to herein as “MMC”) (collectively, the “parties” or individually a “party”).
PRESIDENT AND CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENTPresident and Chief Executive Officer • September 23rd, 2013 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
AGREEMENT made effective as of the 1st day of July, 2010, by and between MARCUS & MILLICHAP REAL ESTATE INVESTMENT SERVICES, INC. a California corporation, hereinafter referred to as “Company” and JOHN J. KERIN, hereinafter referred to as “Employee.”
FORM OF DEBT-FOR-EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • September 23rd, 2013 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • Delaware
This DEBT-FOR-EQUITY EXCHANGE AGREEMENT dated as of [•], 2013 (this “Agreement”), is made among MARCUS & MILLICHAP COMPANY, a California corporation (“MMC”), GEORGE M. MARCUS, WILLIAM A. MILLICHAP, THE DONALD AND BEVERLY LORENZ LIVING TRUST, DONALD A. LORENZ 2012 DYNASTY TRUST, BEVERLY J. LORENZ 2012 DYNASTY TRUST, and LORENZ CAPITAL ASSETS, L.P., a California limited partnership (collectively, the “Debt Holders”), and, solely with respect to Sections 4(b) and 5 through 12 hereof, MARCUS & MILLICHAP, INC., a Delaware corporation (“MMI”).
TAX MATTERS AGREEMENTTax Matters Agreement • September 23rd, 2013 • Marcus & Millichap, Inc. • Real estate agents & managers (for others)
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [ ], 2013, by and among Marcus & Millichap Company, a California corporation (“MMC”), and Marcus & Millichap, Inc., a Delaware corporation and a wholly owned subsidiary of MMC (“MMREIS”) (MMC and MMREIS are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2022 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • New York
This Agreement is made effective the 4th day of August, 2022 (“Effective Date”) by and between Marcus & Millichap, Inc. (the “Company”) and John David Parker (“Employee”) with respect to the following:
RETIREMENT AGREEMENT AND RELEASE OF ALL CLAIMSRetirement Agreement and Release of All Claims • March 1st, 2019 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
This Retirement Agreement and Release of All Claims (the “Agreement”) is entered into by and between WILLIAM E. HUGHES (referred to herein as “you” or the “Executive”) and MARCUS & MILLICHAP, INC., a Delaware corporation (the “Company”). The Executive and the Company hereinafter collectively referred to as the “Parties.”
MARCUS AND MILLICHAP, INC. FORM OFDeferred Stock Unit Award Agreement • September 23rd, 2013 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
Unless otherwise defined herein, the terms defined in the Marcus and Millichap, Inc. 2013 Omnibus Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Deferred Stock Unit Award Agreement (the “Award Agreement”).
SEPARATION AND DISTRIBUTION AGREEMENT BETWEEN MARCUS & MILLICHAP COMPANY AND MARCUS & MILLICHAP, INC.Separation and Distribution Agreement • November 22nd, 2013 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of October 31, 2013, is by and between MARCUS & MILLICHAP COMPANY, a California corporation (“MMC”) and MARCUS & MILLICHAP, INC., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 7th, 2016 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 10, 2016, by and between MARCUS & MILLICHAP, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 5th, 2022 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated July 28, is by and between MARCUS & MILLICHAP, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”). This Agreement amends, restates and supersedes in its entirety, and is given as a replacement for, and not in satisfaction of or as a novation with respect to, that certain Amended and Restated Credit Agreement dated May 28, 2019 by and between Borrower and Bank, as such may have been amended from time to time prior to the date hereof.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 3rd, 2019 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of May 28, 2019, by and between MARCUS & MILLICHAP, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”), and amends and restates that certain Credit Agreement, dated June 1, 2014, between Borrower and Bank, as amended from time to time. Certain terms used in this Agreement are defined in Section 8.1 of this Agreement.
MARCUS AND MILLICHAP, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 21st, 2013 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
Unless otherwise defined herein, the terms defined in the Marcus and Millichap, Inc. 2013 Omnibus Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (the “Award Agreement”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • May 11th, 2020 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • Delaware
This Consulting Services Agreement (“Agreement”) is made as of January 1, 2020 (“Effective Date”) (by and between L5K Investments, Inc. (“CONSULTANT”), and Marcus & Millichap, Inc. (“Marcus & Millichap”) wherein Marcus & Millichap engages CONSULTANT to provide consulting services. Therefore, CONSULTANT and Marcus & Millichap agree as follows:
FORM OF SALE RESTRICTION AGREEMENTSale Restriction Agreement • September 23rd, 2013 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
This Sale Restriction Agreement (this “Agreement”) is made and entered into effective as of [ ], 2013 (the “Effective Date”) by and between Marcus & Millichap Real Estate Investment Services, Inc., a California corporation (the “Company”), and [ ] (“Employee”).
TAX MATTERS AGREEMENTTax Matters Agreement • November 22nd, 2013 • Marcus & Millichap, Inc. • Real estate agents & managers (for others)
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of October 31, 2013, by and among Marcus & Millichap Company, a California corporation (“MMC”), and Marcus & Millichap, Inc., a Delaware corporation and a majority owned subsidiary of MMC (“MMI”) (MMC and MMI are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).
Execution Version BN 78306262v6 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of September 25, 2023, by and between MARCUS &...Credit Agreement • November 3rd, 2023 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
Marcus & Millichap, Inc. [—] shares of Common Stock, par value $0.0001 Underwriting AgreementUnderwriting Agreement • October 21st, 2013 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • New York
Marcus & Millichap, Inc., a Delaware corporation (the “Company”) and a majority-owned subsidiary of Marcus & Millichap Company, a California corporation (the “Parent”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of [—] shares and, at the election of the Underwriters, up to [—] additional shares of the Common Stock, par value $0.0001 per share (“Stock”) of the Company, and the selling stockholders named on Schedule II hereto (each a “Selling Stockholder” and collectively the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [—] shares of Stock. The aggregate of [—] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [—] additional shares to be sold by the Company
Marcus & Millichap, Inc. 23975 Park Sorrento, Suite 400 Calabasas, California 91302 MARCH 19, 2014 AMENDMENT TO EXHIBIT A to EMPLOYMENT AGREEMENT DATED JULY 1, 2010Marcus & Millichap, Inc. • March 21st, 2014 • Real estate agents & managers (for others)
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2020 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
This Agreement is made effective the 4th day of August, 2020 (“Effective Date”) by and between Marcus & Millichap, Inc. (the “Company”) and Steven F. DeGennaro (“Employee”) with respect to the following:
CREDIT AGREEMENTCredit Agreement • June 24th, 2014 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of June 1, 2014, by and between MARCUS & MILLICHAP, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 16th, 2018 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of October 16, 2017, by and between MARCUS & MILLICHAP, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
FORM OF CONTRIBUTION AGREEMENTContribution Agreement • August 26th, 2013 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • Delaware
This Contribution Agreement (this “Agreement”) is made and entered into as of [ ], 2013, by and among Marcus & Millichap, Inc., a Delaware corporation (the “Company”), Marcus & Millichap Company, a California corporation (“MMC”), and the shareholders listed on Schedule 1 hereto (together with MMC, the “Contributors”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 9th, 2015 • Marcus & Millichap, Inc. • Real estate agents & managers (for others)
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 21, 2015, by and between MARCUS & MILLICHAP, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
HESSAM NADJI EMPLOYMENT AGREEMENTHessam Nadji • April 8th, 2016 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
AGREEMENT made effective as of the March 31, 2016 by and between MARCUS & MILLICHAP, INC. a Delaware corporation, hereinafter referred to as “Company” and HESSAM NADJI hereinafter referred to as “Employee.” The Employee and the Company hereinafter collectively referred to as the “Parties.”
RETIREMENT AGREEMENT AND RELEASE OF ALL CLAIMSRetirement Agreement and Release of All Claims • August 8th, 2016 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
This Retirement Agreement and Release of All Claims (the “Agreement”) is entered into by and between JOHN J. KERIN (referred to hereinafter as “you” or the “Executive”) and MARCUS & MILLICHAP, INC., a Delaware corporation (the “Company”). The Executive and the Company hereinafter collectively referred to as the “Parties.”
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 1st, 2021 • Marcus & Millichap, Inc. • Real estate agents & managers (for others)
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of February 9, 2021, by and between MARCUS & MILLICHAP, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
MITCHELL R. LABAR EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2017 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
AGREEMENT made effective as of the March 31, 2016 by and between MARCUS & MILLICHAP, INC. a Delaware corporation, hereinafter referred to as “Company” and MITCHELL R. LABAR hereinafter referred to as “Employee.” The Employee and the Company hereinafter collectively referred to as the “Parties.”
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 10th, 2019 • Marcus & Millichap, Inc. • Real estate agents & managers (for others)
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 22, 2019, by and between MARCUS & MILLICHAP, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
CONFIDENTIAL SEVERANCE AGREEMENTConfidential Severance Agreement • November 22nd, 2021 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • California
This Confidential Severance Agreement (the “Agreement”) is entered into by and between MARTIN LOUIE (referred to herein as “Louie”) and MARCUS & MILLICHAP, INC., a Delaware corporation, and MARCUS & MILLICHAP REAL ESTATE INVESTMENT SERVICES, INC., a California corporation (both of which are individually and collectively referred to herein as the “Company”). Louie and the Company are hereinafter collectively referred to as the “Parties.”
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 2nd, 2020 • Marcus & Millichap, Inc. • Real estate agents & managers (for others)
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of November 27, 2019, by and between MARCUS & MILLICHAP, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
